CleanSpark (CLSK) CFO reports RSU exercise, 10b5-1 tax-share withholding and large STPA awards
Rhea-AI Filing Summary
CLEANSPARK, INC. President and CFO Gary Anthony Vecchiarelli reported equity compensation activity. On August 13, 2026 he exercised 1,606 Restricted Stock Units, receiving the same number of common shares at $0.00 exercise price, while a related Form 4 entry shows 632 common shares on August 14, 2026 were delivered or withheld at $11.51 per share to pay the exercise price or tax liability under a Rule 10b5-1(c) plan adopted May 13, 2026. He continues to hold multiple unvested RSU and Performance Stock Unit awards tied to multi-year service, share-price targets up to $94, and data center power-performance goals up to 2.5 GW, plus 600,000 common shares indirectly through the Vecchiarelli 2026 Qualified Annuity Trust.
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Insider Trade Summary 10b5-1
Net Buyer: 974 shares
Net Buy
12 txns
Insider
Vecchiarelli Gary Anthony
Role
President, CFO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise Price or Tax Liability | Common Stock F1 | 632 | $11.51 | $7K |
| Exercise | Restricted Stock Units F4 | 1,606 | $0.00 | $0.00 |
| Exercise | Common Stock | 1,606 | $0.00 | $0.00 |
| holding | Restricted Stock Units F2 | -- | -- | -- |
| holding | Restricted Stock Units F2 | -- | -- | -- |
| holding | Restricted Stock Units F3 | -- | -- | -- |
| holding | Restricted Stock Units F4 | -- | -- | -- |
| holding | Restricted Stock Units F5 | -- | -- | -- |
| holding | Performance Stock Units F6 | -- | -- | -- |
| holding | Performance Stock Units F7 | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 1,752,306 shares (Direct);
Common Stock — 127,264 shares (Direct);
Performance Stock Units — 1,502,500 shares (Direct);
Common Stock — 600,000 shares (Indirect, by Vecchiarelli 2026 Qualified Annuity Trust)
Footnotes (7)
- F1. This transaction was made pursuant to a Rule 10b5-1(c) plan adopted on May 13, 2026.
- F2. These RSUs vest in equal annual installments over three years on September 4, 2026, September 4, 2027, and September 4, 2028.
- F3. These RSUs vest in equal semiannual installments over three years on September 4, 2026, February 13, 2027, September 4, 2027, February 13, 2028, and September 4, 2028.
- F4. These RSUs vest in equal quarterly installments on December 3, 2026, February 12, 2027, May 13, 2027, August 13, 2027, and December 3, 2027.
- F5. These RSUs vest in equal annual installments over three years on March 20, 2027, March 20, 2028, and March 20, 2029, subject to the Reporting Person's continued employment or service with the Issuer through each such date.
- F6. Vesting of these Long-Term Incentive Plan ("LTIP") awards is contingent on the common stock achieving a specified target market price of at least $18.80 based on a 20-trading day average during the period ending March 20, 2027, subject to the Reporting Person remaining employed by the Issuer on the vesting date of March 20, 2029. The reported LTIP awards do not include LTIP awards in respect of a maximum of 300,000 shares of common stock for which such awards will vest in accordance with their terms upon achievement of specified performance goals tied to gross power under leases to customers for data centers, with threshold performance at 600 MW gross and maximum payout at 800 MW gross, during the period ending March 20, 2027, subject to the Reporting Person remaining employed by the Issuer on the vesting date of March 20, 2029.
- F7. The number of shares under these Strategic Transformation Performance Awards ("STPA") represents the maximum number of common shares for which the STPAs will vest upon the Issuer's common stock achieving target market prices, based on a 20-trading day average, with threshold performance at $47 per share and maximum payout at $94 per share, before September 30, 2030, subject to the Reporting Person remaining employed by the Issuer on September 30, 2030. The reported STPA awards do not include 1,202,500 shares of common stock that vest upon achievement of performance goals tied to power under leases to customers for data centers that are operationally ready to host IT equipment and deliver services (RFS), with threshold performance at 1.0 GW and maximum payout at 2.5 GW, before September 30, 2030, subject to the Reporting Person remaining employed by the Issuer on September 30, 2030.
Key Figures
RSUs exercised into common stock: 1,606 shares
Shares delivered/withheld for tax or exercise: 632 shares at $11.51
RSU award 1 underlying shares: 429,515 shares
+4 more
7 metrics
RSUs exercised into common stock
1,606 shares
Restricted Stock Units converted into common stock on August 13, 2026 at $0.0000 exercise price
Shares delivered/withheld for tax or exercise
632 shares at $11.51
Common shares used to pay exercise price or tax liability on August 14, 2026 under Rule 10b5-1(c) plan
RSU award 1 underlying shares
429,515 shares
Restricted Stock Units tied to common stock at $0.0000 exercise price, subject to vesting schedule
RSU award 2 underlying shares
557,000 shares
Restricted Stock Units tied to common stock at $0.0000 exercise price, subject to vesting schedule
Performance Stock Units (LTIP)
300,000 shares
LTIP awards with stock-price target $18.80 and data center power goals 600–800 MW
Strategic Transformation Performance Awards
1,202,500 shares
STPAs with stock-price targets $47–$94 and power goals 1.0–2.5 GW before September 30, 2030
Indirect common stock holding
600,000 shares
Common shares held indirectly by Vecchiarelli 2026 Qualified Annuity Trust
Key Terms
Rule 10b5-1(c) plan, Restricted Stock Units, Performance Stock Units, Long-Term Incentive Plan ("LTIP"), +2 more
6 terms
Rule 10b5-1(c) plan regulatory
"This transaction was made pursuant to a Rule 10b5-1(c) plan adopted on May 13, 2026"
Restricted Stock Units financial
"These RSUs vest in equal annual installments over three years on September 4, 2026"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Performance Stock Units financial
"Performance Stock Units with underlying common stock and $0.0000 exercise price are reported"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
Long-Term Incentive Plan ("LTIP") financial
"Vesting of these Long-Term Incentive Plan ("LTIP") awards is contingent on the common stock"
Strategic Transformation Performance Awards ("STPA") financial
"The number of shares under these Strategic Transformation Performance Awards ("STPA") represents"
operationally ready to host IT equipment and deliver services (RFS) technical
"power under leases to customers for data centers that are operationally ready to host IT equipment and deliver services (RFS)"
FAQ
What did CLEANSPARK (CLSK) executive Gary Vecchiarelli report in this Form 4?
Gary Vecchiarelli reported 1,606 RSUs converting into common stock and 632 shares delivered or withheld at $11.51 per share to pay exercise price or tax liability under a Rule 10b5-1(c) plan.
What equity awards did CLEANSPARK (CLSK) grant or vest for Vecchiarelli?
On August 13, 2026, 1,606 RSUs converted into common stock. He also holds several RSU and Performance Stock Unit awards covering 429,515, 557,000, 348,125, 400,000, 300,000, and 1,202,500 underlying shares, subject to service and performance conditions.
Are Vecchiarelli’s CLEANSPARK (CLSK) transactions under a Rule 10b5-1 plan?
Yes. The Form 4 affirms Rule 10b5-1 status and notes the 632-share transaction at $11.51 per share was made pursuant to a Rule 10b5-1(c) plan adopted on May 13, 2026, indicating it was pre-arranged.
What performance conditions apply to CLEANSPARK (CLSK) LTIP awards reported for Vecchiarelli?
Certain LTIP awards vest only if CLEANSPARK’s common stock reaches a $18.80 target and data center power under leases reaches 600–800 MW by March 20, 2027, with vesting on March 20, 2029, contingent on continued employment.
What are the Strategic Transformation Performance Awards (STPA) for CLEANSPARK (CLSK)?
STPAs cover up to 1,202,500 shares, vesting if CLEANSPARK’s stock price reaches $47–$94 per share or data center power in service reaches 1.0–2.5 GW before September 30, 2030, subject to Vecchiarelli’s continued employment.
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